Ben Parker, Part One
by blowstoyourmind
Summary: Ben Parker is the son of Peter And MJ Parker. When Peter Retires From Being SpiderMan he Must Step Up As The New One, And An Old Friend Returns. Part One. R&R [complete]
1. Prologue

_**Prologue **_

The day was sunny and peaceful until the sound of the Green Goblin's cackle ran through the air. His head looked up and he saw smoke coming out. He raced to where the smoke was coming from. There was a scream of a woman and he recognized the voice. It was Gwen Stacy. The other woman he loved. He was holding onto her by the collar of her lime green jacket. Her boots were coming close to falling off. He was playing with him.

He attempted to attack him but he just glided out of his way. "It's time you learn what it's like to loose a love Spider-Man." the Goblin said. He was floating over the George Washington bridge. Peter's eyes narrowed behind the mask. The Goblin dropped her. She plummeted toward the water. The Goblin flew off. He was torn between making a decision. Save Gwen or let the Goblin fly off? He shot a web to Gwen's body. There was a Swik as it wrapped around her upper right shin.

"Did it!'' he exclaimed. He pulled her back up. He held her in his arms. Her long blond hair shimmered in the sun with her black headband still in place. She wasn't breathing. She was dead. Tears streaked down his face from behind the mask. "No.'' He looked at her again. "She can't be." He rose his left arm in the air making a fist with his head looking up. "You will pay Goblin!'' He lay her now cold dead body down on top of the bridge and shot a web. He swung off into the skyline looking for him. He was getting his revenge on the Goblin.

_**20 Years Later**_

There he was again. On top of the George Washington bridge facing the Goblin again. He had just recalled the memory, or what he thought was a memory, just minutes ago. The Goblin threw a pumpkin bomb. It hit him and he started to fall toward the water. "Now now Peter." the Goblin said. "You can't leave just yet." He grabbed him by his costume. "The party's just getting started!" He laughed and pulled him off into the night. Peter was getting too old for this job. A 60 year old man was beating him in a battle. Well Norman had always stayed in shape. He sent a web toward a nearby building and pulled himself away disappearing before the Goblin realized it. He swung off into the night and into a nearby subway station. He changed out of his costume and entered the subway. He had to go to 67th street. Just his luck. They had just passed it on the last stop.

He punched the door and left a slight dent. It was too much of a hassle being a cop and single parent by day and a superhero by night. He sat down in a seat and fell asleep. He awoke an hour later to find that it was his stop. He got off of the scummy subway and back up into the night air. His apartment was still several blocks away. He looked around and pulled the suit of red and blue spandex out and put it on. He shot a web and started to swing back to his apartment. He crawled up the side of the building and hopped into the bedroom where he found MJ's suitcase laying. She was finally back from France. He smiled. A 16 year old boy sat in the room next door. He looked just like his father. Those thick big old glasses, the brown hair and blue eyes. He heard some noise coming from his parent's room. He smiled and realized that Peter was home. He opened his room's door and walked to the one right next to it. He opened the door. Peter stood there with his costume still on but without his mask on.

"Dad?" Ben said. "What the hell?" he was dumbfounded. "You're Spider-Man?" Before Peter had a chance to answer Ben ran out of the room and the sound of the door of the apartment was opened and then quickly shut. Ben ran down the stairs and then out the door of the building onto the street.

"Not another." Peter said. He looked out the window and saw Ben running down the sidewalk. Peter shook his head. "Why did I have to keep it a secret from him?'' He threw the mask up against the wall. He kicked the dresser over. He ripped the suit off of him and threw it out the window. It dropped down to the street below. "I will never be Spider-Man again."

Several blocks away Ben was still running. He looked behind him and didn't notice the taxi coming toward him. He turned his head and saw the taxi coming at him. It wasn't stopping he jumped out of the way with his eyes closed. He opened his eyes again and he was hanging onto a nearby billboard about 20 feet up from the ground. He shook his head. "No this is impossible." Ben said. "I can't be-" He looked around. He shrugged and did the famous web shooting pose his father had been making all these years without him knowing. A web shot out and he started to swing. The night the original Spider-Man had retired a third one had been born. He didn't want to be like his father. He didn't want to keep his secret from his own son. He wanted those close to him to know.

Hours later he walked back into the apartment building and up the stairs to the apartment. As he entered the door he found a drunk MJ and Peter fighting. "Shut up Mary Jane!'' Peter yelled. "I didn't loose him!"

"Yes you did!" MJ yelled back in a slurred voice. Ben walked right in front of the two and they both quit yelling.

"Lay off the drinking Mom." Ben said. "You're acting like your father." he went into his room and shut the door behind him.

"He's right." MJ said. Tears ran down her face. "I am acting like my father."


	2. Destiny

**A/N:** Well I have this part of the saga planned out. The complete saga will span over what I'm planning 20 years, but that still isn't decided. So I hope you guys enjoy this chapter as I dive deeper into Ben Parker's life. Also thanks to all who reviewed. To answer the questions,

One, MJ is barely ever there since she's working on her acting carer. Two, You would think he'd be happy but he isn't. The fact that Peter kept the secret from him makes him somewhat mad. Three, The second Spider-Man was Ben Reilly while Peter was dying and was forced to stay in the hospital. Four, I'll probably bring her in later, but I'm not sure yet. If so there'll be word about her in the next few chapters. So I hope that cleared it up.

_**October 2005**_

A brisk wind swept through the city as Ben Parker walked home from school. He stopped by the local newsstand and picked up a copy of the Daily Bugle. Smacked right on the front page was a picture of the Bronx being destroyed by the Green Goblin. The headline read, "Where Is Spider-Man?" Inside the story about it had a quote by J. Jonah Jameson. "Spider-Man is a coward and has finally given up." He was quoted saying. "Idiot." Ben mumbled. As he walked down the street coming closer to the apartment building he noticed the girl from school he had seen. He gulped and thought of going up and asking her what her name was. No, he couldn't. She wouldn't talk to him. He was a looser. A geek. He dropped his head down and frowned as he walked across the street. There was a crazy sensation going on in his head. He saw a taxi coming toward him. He quickly turned his head and saw that a taxi was really coming toward him. He quickly ran across the street and seconds later if he would've kept walking at that same pace he would've been hit by it. The girl looked at him as he walked pass her. His eye sight got a bit foggier. He took his glasses of and used the sleeve of his sweatshirt to clean them off. They dropped and he dropped down to the ground and started to look for them.

"Are these yours?" a girl asked. He looked up and he could see her perfectly. It was her. The long blond hair, the black headband, the boots up to her knees and that tight little skirt with that olive green jacket. He smiled at her.

"Yeah thanks." he replied. He got off the ground and took his glasses back.

"Haven't I seen you somewhere before?" she asked him. She pushed a bit of hair out of her eyes. Those eyes. Those sparkling blue eyes. He looked deep into them.

"Uh maybe." he said. He put his hands in his jeans pockets.

"Wait," she said. "Do you go to Central NYC High?"

"Yeah." Ben replied. "I'm a Junior."

''I have seen you!" she exclaimed. "I saw you walking past the office today!"

"What were you doing at the office?" Ben asked. He was starting to get suspicious. "_Who is this girl?_" he thought.

"Well I just moved here with my mom." she said. "I'm new to the school and all so I needed to register and such. Get acquainted to the school. Lucky me I didn't have to take any classes today. Just got to spend an entire day getting the tour of the three floor school.'' She laughed a bit.

"Yeah, ok." Ben said. "So where'd you move from?"

"My mom and I, never met my dad," she said. "Moved here from San Diego. She's a model or somethin' like that." She looked up at the sky. "So is Spider-Man a regular around these parts?"

"Spider-Man hasn't shown his face since July." Ben frowned. "They say he's retired. Last time they saw him he was fighting against the Goblin."

"The Goblin?" she asked. "Which Goblin?"

"The Green Goblin." he replied. "And he just destroyed a bunch of homes in the Bronx." He pointed to the front page of the Bugle.

"Oh my god." she said. "No. What about Daredevil?"

''Only Hells Kitchen." Ben replied.

"This city needs a hero." she said.

"I know." Ben said. Destiny was standing right in front of him and knocking on his door. "There will be one."

"How do you know?" she asked.

"Just a suspicion." Ben replied.

"Ok?" she said. "Listen I got to go. Maybe I'll see you again. I'm Gwen by the way."

"Later Gwen." Ben said. He started to walk down the street. She turned around and looked at him.

"Wait!" she yelled. "What's your name?"

"Ben." he replied.

She smiled at him. "Bye Ben." she said. As she walked down the street she pushed her hair behind her ears. "Ben. I like the sound of that." As she walked down the street a cackle emerged from and alley nearby.

"Hello precious." the voice said. Gwen screamed and a gloved purple hand grabbed her and dragged her into the alley. The scream echoed throughout the city. Ben's head turned. It was time to make a decision. He nodded and ran up to his room. He pulled out a mask he had found years ago in the streets. He took his glasses off and put them on the nightstand by his bed. He pulled the mask on and a hooded sweatshirt over it. He was still wearing his jeans. He jumped out of his window and shot a web and started to swing toward where the noise came from. He dropped down in the alley and hid behind a dumpster.

"_No._" he thought. "_He has her._"

"You know dear." the Goblin said. "You and I are gonna have a real fun time." He ripped her coat off and tossed it right next to the dumpster. He then pulled off her over shirt which revealed a skin tight tank top. The sky got darker and it started to rain.

"_Got to sound confident._" he thought.

"Not today Gobby." he said. He shot a web in his face and punched him in the gut. The Goblin went flying back a few feet.

"New blood?" he asked. "Much stronger then the last two." He hopped onto the glider and went at full speed at him. Ben jumped up onto the wall of one of the buildings in the dark alley. He dropped back down and shot two simultaneous webs at the glider and pulled it toward the street. The Goblin and the glider went flying toward the street and crashed into a tree.

"How you doing you green skinned bastard?" Ben asked. "Good?" He ran at him and threw him up against a building. People on the streets stopped and watched the battle progress in the heavy downpour. Gwen walked out of the alley and watched. Her shirt was wet and was holding on tight to her body. The was a slight crack and the Goblin's arm was broken. He quickly rushed over to his glider and flew off.

"YOU'LL PAY SPIDER-MAN!" he yelled as he glided off. Ben looked over at Gwen. She backed into the alley. He walked up to her.

"You need a lift home?" he asked her.

"Yeah." she said quietly. He walked over to the dumpster and picked up her coat.

"I believe this is your's." Ben said. He handed her coat to her.

"Thanks." she said.

"Where do you need to get to?" he asked her. She told him her address and he picked her up and shot a web and started to swing off in the rain. "Just hold on." She nodded and put her face into his chest not wanting to see what was going on. As he swung there were screams of happiness and "Look it's Spider-Man" every here and there. He finally arrived at her house. Not much of a house. It was more like a mansion.

"Hey could you take me up to that balcony?" she asked him and pointed to the balcony about 12 floors up.

''Sure thing." Ben said. He shot a web up and started to swing in the opposite direction then turned around and then shot up onto the balcony. The rain was letting down and it was stopping.

"Thank you." Gwen said. "Thank you for stopping that maniac."

"It's what I do." he said. Behind the mask he was smiling.

"Who are you?" she whispered. He bit his lip behind the mask. Should he tell her? Or should he be just like his father and keep it from her?

"Promise not to tell anyone?" he asked her. She nodded. He pulled the mask off slowly.

"Ben?" she said. "How?"

"As long as you don't tell anyone I'm the son of the original Spider-Man. I inherited the special gene. I just found out about it the night when Spider-Man was last spotted." She put her hands on the side of his head and started to kiss him. He ran his tongue across her bottom lip. She opened her mouth enough so he could slip his tongue in. Their tongues met. As hers wrapped around his a womans figure appeared in the sliding glass door. It slid open.

"Gwendolyn Stacy the second!" she exclaimed. "What the hell are you doing." Ben pulled on his mask and looked at the woman once and shot a web and left the balcony to continue swinging through the city. Gwen rushed over to the side of the balcony and watched him swing off through the now bright city. He disappeared out of her sight. She started to walk back into the house. "Gwendolyn. Explain what this is about." She pointed to the TV and footage of the rumble of Ben and the Goblin was airing on the local news. You could see Gwen standing there watching the fight in only her soaked tank top.

"Jesus Mom!" she yelled. "The Green Goblin was trying to rape me!" He scoffed. "All he was trying to do was save me!'' She tossed her coat at her. "God you can be so simple minded at times!" She stormed off into her room. As she entered it she slammed the door of her room behind her. Her walls were full of pictures of Spider-Man. She sat down on her bed and pulled her knees up to her chest and started to cry into them. She cried far into the night. At 9 PM Gwen knocked on her door.

"Gwen? Honey?" she said. "Can I come in?"

"Leave me alone!" she yelled in between sobs.

"Listen honey," she said. "There are some reasons I was hesitant to move back here. Spider-Man and the Green Goblin were a few."

"Yeah. Right." Gwen said.

"I've got pictures Gwen." she replied. She entered Gwen's room with a photo album in her arms. She opened to a marked page. "That's where I was supposed to die." She shook her head. "It wasn't me. It was a clone. I hate the fact. I knew something bad was going to happen so I got the hell out of here." She sighed. "So you're in love with Spider-Man?"

"He's not Spider-Man mom." Gwen replied.

"Then who is he?" she asked. "I'm sure I'd be able to know who his parents are."

"His name is Ben." Gwen replied. "I never got a last name."

**_The Parker's Apartment_**

With MJ in Hollywood shooting a movie Peter was once again forced to watch over Ben by himself. Ben shot a web and crawled into his window. He took off the mask and changed into some dry clothes. He walked into the kitchen. There on the white board was a note from Peter. He read it. "Ben, down at the station checking some things out. By the way, great job on the Goblin this afternoon." Ben smirked a little. So he knew. "Well Dad always was smart." Ben said. He opened up the fridge and grabbed the carton of milk. He unscrewed the cap and took a drink. He ran his hand across his upper lip and the milk that was there was now on his hand. He opened the door outside and decided to go for a walk. As he walked down the stairs and into the busy streets of New York.

The sun was down a few hours ago but the lights filled the streets. A special edition of the Daily Bugle was being sold with information on the latest battle in the streets. He laughed a bit and continued to walk down the street. Half an hour later he was standing outside the front door of the building where Gwen lived. The doorman was gone. He shrugged and walked into the building. There was a desk. He walked up to it and dinged the bell. The woman behind it looked up at him as she chomped on her gum.

"How can I help you?" she asked in an annoyed tone.

"Yeah, uh, I'm looking for the Stacy residence." Ben said.

"Walk down that hallway, take a right at the bathrooms and then you'll see an intercom. You have to push that and then there'll be an answer of a person who is in the room. If the button is pushed up in the room to let the elevator down you'll hear a ding and withing seconds and elevator should be waiting for you." she said. She blew a bubble with her gum. "Have a pleasant visit." Ben shook his head and started to walk down the hall. Just like she had said he took a right at the bathrooms and walked down that hall. At the end was a row of buttons and an intercom. Button number twelve or "Stacy" as it was labeled was right in front of his eyes. He pushed the button and the intercom crackled.

"Hello?" a voice said. It was Gwen's. He pushed the speak button.

"Gwen." he said. "It's me. Ben."

''Ben?" she said. "One sec. I'll be right down." After a few seconds the elevator doors opened and Gwen was standing there inside the elevator. "Get in quick. These doors shut fast." Ben nodded and got in the elevator. The second he stepped in the doors closed and the elevator slowly mad its way up. "So what brings you here?"

"Bored and I wanted to get to know you a bit better." Ben said.

"Are you implying that you want to come in for some coffee?" Gwen asked in a seductive voice.

"No." Ben replied. "i just want to know a little more about you. Like your parents, and family and other things."

"Ok." Gwen said. "If you say so." The elevator stopped and the doors opened. The two stepped out of the elevator and Gwen entered the so called "house".

"Wow." Ben said. "So how big is this?"

"One entire floor." Gwen said. "Used to belong to some woman called Felica Hardy or someone like that. Came from a rich family. Very rich family." She sat down on the couch. "So lets get this over with." She sighed and looked him in the eye. "Well I was born in downtown San Diego right after an earthquake." An hour passed and she finally finished her story. "So that's it. Now you know all about me."

"Wow." Ben said. "That's a lot of stuff to remember."

**A/N:**Hope you guys enjoyed this chapter and the next one will pick up where this one left off.


	3. This Photograph Is Proof I Know You

**A/N:** Who ever said it wasn't genetic? What about Mayday? Or wait. Damn it. Why didn't I read those Spider-Girl comics. Ok so I may be altering things. And also there'll be more questions as things unfold in this chapter. Anyways thanks to all who and will review.

As they sat on the couch while he looked into her eyes "Why Ben?" Gwen asked. "Why?"

"What do you mean why?" he asked her.

"Why did you choose to save me?" she asked him. "And why did you kiss me?" She shook her head and looked into his eyes. "Why did you even don your fathers mask? Why did you just stand there and look at my mom? Why Ben? Why?"

''Listen Gwen." Ben said. "I didn't choose to don the mask. It was destiny. It happened to my father and now me. And if my kids are lucky they'll get to. I guess you could call it a family business." He smiled at her. She looked into his eyes. She shook her head.

"Yeah right." she said. "Now could you please just answer the rest of my questions?"

''Fine." Ben said. He took a deep breath and sighed. "I saved you because it's a duty of a hero-"

"Oh stop telling that bull shit." Gwen said. "You're not that bastard Superman with his Wonder Woman bitch."

"You really know why I saved you?" he asked. She nodded. He looked over the top of his glasses. "I saved you because I fell in love with you when I saw you at school. When I saw you standing across the street I thought you'd think of me as a geek. And when you talked to me I still thought I was a geek. Then I thought if I saved you and I told you that I was Spider-Man I thought that you'd think of me otherwise. As in not being a geek." He ran his hands through is hair and shook his head. She was shocked. Her mouth was wide open.

"Why would you think that?" Gwen asked him.

"Because that's the way things like this always go with me." Ben said. "It's just some stupid thing that happened to me back in fourth grade."

"Well why don't you tell me about it?" Gwen asked. The black headband was a bit crooked so she tried to straighten it out.

"Well. Ok." Ben said. He gulped. "Well it was the last day of school. Yeah Dad was Spider-Man and one of the best cops on the NYPD but they didn't know, let alone care about it. So we're signing yearbooks and I ask this one prep to sign it and she says "Get away from me you gay nerd"."

"Oh my lord." Gwen said. "What a bitch." She wrapped her arms around him and pulled him into a tight hug.

"I didn't start the kiss Gwen." Ben said.

"Yeah well you started the French part." Gwen scoffed.

"Which you were enjoying." Ben laughed. "But back onto topic. I looked at your mom just because I just look at some random person when I'm nervous."

''Oh quit the bull shit Ben." Gwen said.

"What?" he asked. "I'm serious. Even my dad will say so." She shook her head and sighed.

"Fine." Gwen said. "Want to go check out my room?"

"I guess." Ben said. "Whoa!" Gwen had grabbed onto his arm the second he said I guess. She pulled him down a hall and into a room. "Ok so you did this all in one day?"

"Yeah." Gwen said. "I'm a fan girl. I even want a movie about Spider-Man. Hey, would you mind if I took a picture of you and put it up with the other pictures?"

"Huh?" Ben asked. "Uh sure." He was busy looking at a picture of the second Spider-Man, Ben Reilly. A good friend of Peters. Or so he heard. Gwen pulled out a Polaroid camera.

"Smile!" she said. Ben glanced over at her.

"Wha- Oh god! That's bright!" Ben exclaimed. He had looked straight into the flash of the camera. "Jesus! Next time warn me!''

"Well when I said 'smile' I thought you would be ready for your picture." Gwen laughed. "Well now I've got one of a real Spider-Man." She smiled at him. "You know Ben. I think it's getting a little hot in here." She pulled off the t-shirt that was over her tank top. Ben's mind wandered a bit but not too far. She lay down on her bed looking up at the ceiling through the skylight. "Hey, Ben. Come look at this."

"I'm coming." Ben said.

"One sec Ben." Gwen said. She laughed a bit and pulled down her skirt and underwear.

"It's a full moon." Gwen laughed. "So you want to get naughty?" She pulled her skirt back up and lay back down on her bed. She pulled her boots off and dropped them by her bed. Ben hesitated.

"_Jesus is that all she ever has on her mind?_" Ben thought. She jumped off the bed and pounced on top of him. He fell to the ground with her on top of him. She smiled at him and put her hands down on his wrists. She moved closer and their lips touched with each others.

"I'm waiting." Gwen said. He kissed her. He ran his tongue over her lips and she opened her mouth. Once again his tongue entered her mouth and hers wrapped itself around his. She pulled him up onto her bed. He took his glasses off and put them on the desk next to her bed.

_**Half An Hour Later**_

Ben pulled his shirt back on him as Gwen put her boots back on. There was a bit of blood on her bed. Ok so they weren't virgins anymore. "Man." Gwen said. "I lost my virginity to a superhero!"

"You better not start bragging about it." Ben said. He put his glasses in his pockets. "Cause if you do our parents are gonna be on our asses."

"Yeah, yeah, yeah." Gwen said. "Who aren't you wearing your glasses? Don't you need them?"

"No." Ben replied. "I only use them for show. Ever since I dropped them on the ground I haven't been seeing any use for them." They walked out of Gwen's room. Gwen's mom, or Gwen walked into the room.

"Gwen? Who is this?" she asked.

"This is Ben." Gwen replied.

"You mean your superhero crush?" she laughed.

"Mom. Knock it off." Gwen said in an annoyed tone.

"So what is your name Ben?" she asked.

"Uh Mom." Gwen said.

"Well it's Benjamen Robert Parker." Ben said.

"Wait." she said. "Is your father Peter Parker?"

"Yeah why?" Ben asked.

"Because I used to date him before-" she started.

"Wait, wait, wait." Ben said. "Who are you?"

"Gwen Stacy." she replied.

"No." Ben said. "That's impossible. You died 20 years ago after the Goblin dropped you from atop the George Washington bridge. You died because Spider-Man's web was shot too late which in a matter of seconds broke your neck. This is impossible."

"No it isn't Ben." Gwen said. "I'm here, my mom's here. It's hard to believe."

"Listen Ben." she said. "I really need to talk to Peter. I need to explain this to him."

"Yeah ok." Ben said. "But I don't think he's back at the apartment."

"Ben it's midnight." Gwen said.

"Yeah well he stays at work pretty long when working hard on things." Ben said. "Listen, I've got some stops to make. I need to clear somethings up at the Bugle and I suppose I could get Peter to talk to you." He ran his fingers through his hair.

"Thanks Ben." she said.

"Oh can I swing with you Ben?" Gwen asked.

"Yeah." Ben said.

"In your face Trisha!'' Gwen yelled as she stood out on the balcony. Gwen laughed like a mental patient.

"Uh Gwen?" Ben said. "You need to settle down."

"Ok I'm finished." Gwen said. Ben pulled his mask out of the pocket of his sweatshirt.

"Ok Ms. Stacy." Ben started. "You know your way to the Bugle right?" She nodded. "Ok we'll meet you there. The two of us will be standing on the roof top on the back side ok?" She nodded again. He pulled the mask down over his face. The mask had been one of Peters old masks. He walked out onto the balcony. With Gwen in one arm he shot a web and stepped up onto a ledge and started to swing off into the night toward the Daily Bugle.

**A/N:**Another chapter done with and same as this chapter the next chapter will take off exactly where this one left off. Do you really think I wouldn't write Peter and Gwen finally meeting again after 20 long and painful years?


	4. Peter Denies The Truth

**A/N: **Well we're all lucky because in this chapter we get a special guest appearance by MJ! Woo! Yeah, well on with the chapter. Also I've done a bit of extra stuff for this story like a really crappy "poster" and a "trailer", more like a really descriptive script for a trailer, so if you want to see them feel free to e-mail me and I'll send then to you.

* * *

Gwen pushed her head up against Ben's chest so she wouldn't see what was happening. "Come on Gwen!" Ben exclaimed. "You can have sex with a superhero but not look while you're web slinging across the city with him?"

"Ha ha." Gwen said. "Very funny." Her voice was muffled due to it being her face was right up against Ben's chest. "How far are we away from the Bugle?"

"About a mile." Ben said. "Or about a minute swinging. Possibly even less.'' In 30 seconds they were standing atop the Bugle. "You can look now." Gwen removed her head from his chest but still held onto him tightly.

"So this is what it looks like from up here?" Gwen asked.

"Yup." Ben said. "I'll go up to the Chrysler Building when I need to think."

"Fun." Gwen said. She walked over to the side of the building and looked down. She walked back toward Ben. "Aren't you afraid of heights?"

"No." Ben said. "You have to be used to them when you're Spider-Man."

"I see where that would have to happen." Gwen said. "So can I come in with you?"

"Yeah." Ben said. "I'm not gonna leave you up here by yourself while the Goblin is flying around and terrorizing people." He walked over to a duct and opened a "door". "Coming with?" She nodded and Ben dropped in. She looked down into it and saw nothing but black. "Don't worry Gwen! I'll catch you!" She hesitated but then went down into it. Just as he promised he caught her in his arms. She smiled and lifted his mask up and kissed him.

"Lets go." Gwen said. She started to walk out of the bathroom door but Ben went into a stall and came out seconds later wearing a Spider-Man costume.

"What?" Ben asked. "It isn't too much is it?" Gwen laughed and then gave him a hug.

"Of course not." Gwen said. "I love it." He blushed behind the mask as she said this.

"Come on Gwen." Ben said pulling out of the hug and walking out of the bathroom door. Gwen followed behind. Ben walked down the hall and then opened a door to an empty newsroom. The light in Jameson's office was on. Ben walked up to the door and opened it."I don't need anything Robbie." he said.

"I'm not Robbie Jameson." Ben said. Jameson looked up. "I'm Spider-Man." Jameson fell of his chair.

"Wh-wh-what are you doing here?" he stammered.

"I'm here to finish some business." Ben said. "Just this July you fired Parker just because I retired. Now you better pay up what you owe him or you will meet a Green man in a dark alley, or maybe even in a jail cell."

"And who's she?" he asked.

"My name isn't important you bastard." Gwen said. "Lets just call me a fan. Who has been sick of every bad bit of news you run about him."

"So I'm a coward am I?" Ben asked him. "Perhaps you should try to kill the Green Goblin by yourself. Perhaps you should try stopping a homicidal serial killer. Perhaps you should try just being me!" Ben slammed his fist down on Jameson's desk. There was a cracking noise and soon there was a large crack right down the middle of his desk. "Get it? Got it? Good." He walked out with Gwen right behind him. As they exited the newsroom they walked back down the hall to the bathroom. Ben jumped up into the duct and crawled out of it. He created a basket like thing out of web so Gwen could crawl into it and get out of the building.

"Man that was fun." Gwen said. She got out of the basket and back onto the roof of the building. They walked over to the backside of the Bugle and saw Gwen looking up at them. Ben shoots a web and starts to sling of toward the police station. There was a giant spotlight and hundreds of fan girls snapped pictures of him as he swung past them. In a few days when they'd get there pictures back they'd see that there would be nothing but just the buildings behind him. Ben shot one last web and dropped down into an alley behind the police station. He changed out of the costume and stuffed his mask into his pockets. Gwen and him walked out of the alley and stood in front of the police station waiting for the other Gwen. She pulled up and stepped out of the car. Ben nodded and he walked through the doors. He walked up the stairs and into the police station. It was quiet. Nobody was there. Ben walked down a flight of stairs and to a corridor with a door at the end. There was an intercom there. Gwen reached to push it. "Don't waist your time Ms. Stacy. I know a way around. Unless you want to walk through rows and rows of files."

"How do you know all this stuff Ben?" Ms. Stacy asked.

"This was my preschool." Ben replied. "There was never anyone to pick me up in the afternoon so I stayed here all day in criminal records." He pushed a cabinet to the side. "Care to join me?" The two Stacy women looked at each other and Gwen Stacy I walked in after him. He crouched down a bit and entered. "Watch your head there's a-" It was too late. Gwen had hit her head on it. "Beam." Gwen Stacy II giggled.

"Smooth Mom." she giggled.

"Very funny Gwendolyn Stacy." she said.

"Stop clowning around a follow me." Ben said. He walked further through the passageway. Finally there was a door up ahead and he opened it. There Peter sat looking through Norman Osborn's criminal record. "Stay here Ms. Stacy." he whispered. She nodded and stood there. "Gwen you can come." She walked out and stood right behind Ben. "Hey Dad."

"Ben?" Peter said. His eyes shot up at him from the record. "Hey who is this?"

"I'm Gwendolyn." she said. "But call me Gwen." Peter shook her hand.

"Good to meet you Gwen." Peter said. In his head the death of Gwen Stacy was replaying over and over again he looked up at her. "You know. You look a lot like I woman I used to love." He sighed and shook his head. "She had the same name as you. She was wonderful. Dressed exactly like you too. Gwen Stacy. The woman I wish never would've died." He looked up at the ceiling. "So why did you come here?"

"Well Dad," Ben started. "There's something I need to show and tell you."

"I already know about you being Spider-Man Ben." Peter said. He looked shocked. Why did he just say that out loud?

"It's ok Mr. Parker." Gwen said. "I already know." Peter opened his mouth to say something but shut it.

"Listen Dad." Ben started. "20 years ago you lost the love of you life. And two years later a clone of her came into your life. But now it's time you know the truth. You can come out now." Gwen walked out of the duct and smiled at him.

"Hi Peter." she said.

"What?" Peter said. "No. This is impossible. This can't be happening! No!" She walked over to him. Peter stood up. She put her hands on his face.

"I'm alive Peter." Gwen said. "Perhaps we can talk it over back at your place."

"Yes." Peter said. "I guess we must. But tell me Gwen. How are you alive?"

"That was never me who died Peter." Gwen said. "That was a clone. A different clone then the one who appeared two years after my so called "death".

"No!" Peter exclaimed. "You can't!" He ran out of the room through the many records. Gwen shook her head and looked at Ben. Ms. Stacy ran off after Peter which left Ben and Gwen in the room by themselves.

"Why is he acting so strange Ben?" she asked.

"I guess he just hates to face the facts Gwen." Ben said. He pulled her into a hug and started to rub her back. "He just doesn't want what happened last time to happen again." He looked her in the eyes. "And I'm coming to think that it could happen to us." A few tears went down her face.

"How can you say that Ben?" she asked crying. She started to sob into his shoulder.

"History could repeat itself." Ben said. "All I can say is I hope it doesn't." Gwen nuzzled her head in his neck.

"How about we just leave?" Gwen asked. "Your place?"

"They'll be their talking about her not dieing." Ben said. "But I need to grab some stuff." She nodded. "Come on." He showed her through a back door and they stood behind the police station and in the dark alley. She climbed onto his back and he crawled up the wall. She got off his back when they got to the top and they looked out over the city. He pulled the mask and costume on. He put his arm around her chest and he shot a web latching onto a nearby building. He jumped off the building and swung off toward his apartment building. As they swung through the late night New York skyline Ben let go of the web for a second and did a flip.

"HOLY SHIT!" Gwen yelled. "What the hell?" He laughed a little and shot a web. She felt up in her hair. "Shit. It's gone."

"You mean this?" Ben asked. He held up her headband. She smiled at him and peeled his mask up a bit and kissed him. She put it back in her hair. He pulled his mask back down and shot another web. He dropped down the street by the docks and hopped behind a building. He took his suit off and walked back out.  
"Why did you stop here?" she asked. She looked into his eyes and played with her hair twirling it around in circles with her finger.

"Felt like walking." Ben said. "It's how I was raised." They started to walk down the street. He bumped into a boy his age. Red hair, blue eyes, a little bit shorter then him.

"Hey watch-" he said. He turned and smiled. "Hey Ben."

"Hey Normy." Ben said. "What up?"

"Nothing much." Normy said. "Liz sent me out to get some stuff." Ben laughed a little and Normy's eyes turned to Gwen. "Hello. Who are you?" He raised his eyebrow.

"I'm Gwen." she replied. "And don't you even try to make a move."

"If you say so." Normy said. "See ya Ben."

"Talk to you later Normy." Ben said. He waved goodbye and they started to walk their separate ways.

''He's not that bad." Gwen said.

"I know." Ben said. "Except his grandfather is Norman Osborn, or now known as, the Green Goblin."

"What?" Gwen asked. "You mean that freak in the Halloween mask that tried to rape me?"

"Yeah him." Ben said. He stuck his arm out and her breasts rammed into them.

"What was that for?" she asked. A taxi came zooming around the corner and would've hit her if he hadn't stopped her. "Wow. That could've been me."

"Yeah it could've." Ben said. They walked across the street. Ten minutes later they were standing outside of the apartment building.

"Well this isn't the neighborhood Hilton." Gwen said.

"You don't say?" Ben asked. He walked into the building. "Hey Mr. Nunez."

"Shouldn't you be sleeping Benjamen?" Mr. Nunez asked.

"It's NYC." Ben said. "It calls me."

"I know what you mean." he replied. "I fell in love with the city when I visited here with my parents back when I was seven." He laughed and smiled. "Go Mets!''

"Go Mets." Ben said. He waved goodbye and walked up the stairs.

"You're a Mets fan?" Gwen asked. "I thought the Mets sucked."

"Not this year." Ben said. "They won the NL Wild Card but lost to the Astros in the seventh game of the NL Championship." He laughed. "Damn you Roger Clemens." He looked into her eyes. "So why do you like? The Yanks or the Mets?"

"Mets." Gwen laughed. "Although I love seeing the Yankees loose to the Red Sox at Fenway."

"Really?" Ben asked. "Never been to Fenway myself. I take it you have."

"Yeah." she said. "My uncle dragged us to the World Series last year. Big St. Louis fan. I got a good laugh when the got swept."

"I'm sure you did." Ben laughed. He opened the door to the apartment and Peter was staring at MJ shocked.

"How can you be pregnant?" he exclaimed.

"Oh god." Ben said.

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**A/N:**Ok, so fun ending. And yes it is Mayday MJ is pregnant with, or so it seems.

Next chapter up soon. Also I go back to school tomorrow so updates will be lessfrequent due to the obvious overwhelming homework attacks.


	5. The Goblins Call

**A/N:** kingmonkey, I thank you for your opinion on this story and I might do a future Daredevil after this one. Perhaps crossing into this story. Glad to hear your looking forward to the next chapters.

Well Norman is desperate so he would try to rape some young blond girl. Ok so there's about a 50 year difference in between the two and Gwen would never go for the Goblin. Or would she? No.

comaine, Man. You are funny. Seriously your, shitty flame, was hilarious. What are you? A non believer? A anti-superhero person? You just make me laugh.

But back onto the subject of the story. Like I said before this is part of a three part saga possible spanning 20 years of Ben Parker's life. As I have about only five or six chapters left in the beginning of his life the question is, who should the villain be for the second part? As an author I make decisions that I feel are right but I also want to know what my readers want. So suggest a villain from the comics or just suggest a new one that we have never heard of.

Now on with the story.

* * *

"How the hell did you get pregnant?" Peter yelled. "We haven't had sex in five months!"

''Follow me." Ben muttered. He started to walk off and Gwen followed him. He walked a few feet out of the room and then opened a door and entered it. He pulled her into the room and closed the door behind him. He turned on a radio sitting in his corner. Landslide by the Smashing Pumpkins was playing.

"I love this song!" Gwen exclaimed. "We've got to dance!" She pulled him closer to her. He put his left hand in her right hand and his right hand on her waist. She slowly swayed back and forth with him in the small space in between Ben's bed and desk. He twirled her around and she rest her head on his shoulder. The song ended and she sat down on his bed. She smiled at him and he sat down next to her. "You know. It'd be easier if I just stayed here."

"With my pregnant mom, anxiety attack prone dad and your mom in the living room?" Ben asked. "I think not." He shook his head and tossed a few things into his backpack. He put it onto his back. "You ready?" He pulled a mask on and put his arm around her. He shot a web and swung off into the night with her. Minutes later they touched down on her balcony and he pulled his mask off. They walked through the sliding glass door and entered the room.

_**One Week Later**_

Ben sat in History with his head behind his book sleeping. "And who won the War of 1812 Benjamen?" Mrs. Hodgekiss asked.

"Huh?" Ben asked. He shot up in his seat. "Uh. 1745?"

"No Benjamen." Mrs. Hodgekiss said. "1745 did not win the war of 1812." The bell rung and Ben got up and stuffed his book into his backpack and exited the class.

"Smooth Ben." Normy said. "Smooth." He stood beside Ben as they walked down the hall.

"Yeah. I'm just one of the lucky ones." Ben said.

"See you after school man." Normy said.

"What?" Ben asked. "I thought you had lunch."

"Nope." Normy said. "I got changed. Don't know why though. Guess they just wanted to make my life more miserable."

"Fight the man." Ben said. Normy laughed and waved goodbye. Ben waved back and stopped at his locker and stuffed his stuff into it. A persons hands covered his eyes.

"Guess who!" Gwen's voice giggled.

"Uh. Either Gwen or some girl that's hitting on me?" Ben said in a sarcastic voice.

"Come on Ben." Gwen said removing her hands. "You're smarter then that and I know it."

"Yeah I know." Ben said. "Just be glad I didn't say the cold hands of death."

"Well why would you say that?" Gwen asked. Ben closed his locker and the two friends started to walk down the hall.

"Well I don't know." Ben said. "Maybe if a persons hands felt like the cold hands of death." He pushed a door open and entered the cafeteria. He looked at Gwen who was standing behind him. "So it looks like we're having Mystery Meat today."

"Good old Mystery Meat." Gwen laughed. Minutes later the two sat down at a table.

"I know what it is now!" Ben exclaimed. "It's tongue!" A nearby teacher had heard this.

"Where did you hear this?" the teacher asked worried.

"From the magical lunchroom fairy." Gwen said sarcastically. "Now if you don't mind we were having a private conversation." The teacher shook her head and walked off continuing to patrol the lunchroom.

''Told ya so." Ben said.

"So where's Normy?" Gwen asked. "I thought he usually ate lunch with us."

"Not anymore." Ben said. "His schedule got changed for some reason. Don't know why though." Gwen shrugged and took a small sip of milk.

"Oh god." Gwen said. She spat the milk back into the carton. "This thing must've expired a week ago."

"Two weeks." Ben said. "Says so on the label." Gwen ran over to a trash can. "Three, two, one." She started to vomit. "Right on the buzzer." Several seconds later she walked back over.

"Ok. Now I'm better." Gwen said.

"You have a chunk of Mystery Meat on your chin." Ben said. He picked the chunk off and tossed it over his shoulder. "So. Thank god it's Friday."

"Yup." Gwen laughed. "Friday is always a good day."

"Indeed." Ben added. "So you coming over to my place tomorrow night to watch SNL or your place?"

"Your place." Gwen said. "I can't stand being around my mom."

"Excellent." Ben said. The bell rung and the two friends got up and headed their separate ways for the rest of the day.

_**The Next Night**_

Gwen knocked on the door of the apartment and MJ opened the door. "Oh hello Gwen." she said. "Here to watch SNL?"

"But of course." Gwen said. "The one true form of late night comedy."

"Well come in." MJ said. "I won't let you freeze out in the corridor." Gwen smiled and came into the small apartment and sat down on the couch next to Ben.

"Where's Peter?" Gwen asked.

"Work." Ben laughed. "Where he always is."

"Should have known by now." Gwen said. She kissed him tenderly on the lips and the opening act came on. It was midnight and Green Day started to play Holiday. Suddenly there was a cackle somewhere above. The Green Goblin came swooping down on the audience.

"Hello America." he laughed.

"What the hell?" Ben muttered.

"Tonight ladies and gentlemen. We will see if Spider-Man is truly the hero he is on live national television against myself. Come out and play Spider."

**

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A/N:Two chapters left. Next chapter is the epic battle between the Goblin and Ben. Hope you'll all like it.**


	6. The Last Call

Ben got up. "No Ben!" MJ exclaimed.

"I have to Mom." Ben said.

"Take me with." Gwen said.

"No Gwen." Ben said. "I'm not going to risk your life." He ran into his room and pulled his costume on. He stood on the window sill.

"I'm not going to let you leave without me Ben." Gwen said. She jumped onto him as he jumped out the window and gripped on tight to him. He shot a web and felt her. He landed on top of the Daily Bugle and removed his mask.

"Do you know what you're getting yourself into Gwen?" Ben asked.

"Yes Ben." Gwen said. "I do know." She kissed him long and passionately. "Just do be careful."

"I will." Ben said.

"Go get 'em tiger." Gwen said. Ben pulled the mask back on and shot a web and slung off. Gwen lowered herself carefully into the Daily Bugle so she could watch what was going on. She ran into the empty publications office and turned to NBC and awaited the grand battle.

"Looks like little Spider isn't showing up tonight." the Goblin laughed. "And it looks like it's the end of another studio audience."

"Wait just one minute!" a man yelled.

"Oh for god's sake!" the Goblin exclaimed.

"Nobody will die tonight! All thanks to, Jimmy Fallon-Man!" Jimmy Fallon yelled.

"You're not funny!" an audience member yelled.

"Play time is over Goblin." Ben said. He jumped down from one of the rafters above onto the Goblin and pinned him down on the ground.

"Its only just started Spider-Man." the Goblin said. He pushed up and Ben went flying through the air. He shot a web and went flying into the seats. He shook his head and got back up.

"Damn it Norman." Ben muttered. He shot a web into the Goblin's face and jumped back up onto the stage. He saw Jimmy Fallon standing nearby. He punched him. "That's for not being funny Fallon." Ben picked the Goblin up by his purple hat. Suddenly his eyes opened and punched Ben in the gut. Back at the Bugle Gwen was watching.

"No." she whispered. "Don't loose Ben." The Goblin got onto his glider and hit him. "No." All of America and parts of Canada were seeing Ben loose to an old man who was sixty-some years old. Peter was watching from the police station.

"Don't loose Ben." Peter said. "Be like me. Beat the Goblin." Ben was hit hard again by the Goblins glider and lay unconscious on the floor.

"No!" Gwen yelled. The Goblin stepped back down and took out some sort of dagger. Ben woke up and kicked the Goblin in one of the parts where he attacked frequently. His groin. The Goblin stepped back a bit but recovered quickly. He stepped down on Ben's chest.

"No!" MJ yelled. Tears fell down her face.

"_This gift is my curse for now._" Ben thought. He grabbed the Goblins leg and pulled him down. He quickly picked him up and threw him. "Man." Ben said. "If only Jeromy Shockey was there to catch that ball. It would've been a touchdown." He shook his head.

"Yes!" Gwen yelled. "Go Ben go!" Ben shot a web and encased the Goblin for only a matter of seconds. In that time he could've captured him but he tripped over Fallon. "Damn you Fallon."

"Looks like you're living up to your name Fallon." Ben muttered. He got back up but to only be punched by the Goblin. "Christ." He fell onto the ground and grabbed onto the Goblins leg to hoist him up and then Ben bent one of the Goblins arms behind his back and flipped him over. "Hurts doesn't it?" The Goblin started to cackle again and he got on his glider. He started flying high up in the building. Ben shot a web onto the back of the glider and started the long ride that could kill him. As the Goblin flew around Ben maneuvered out of the way of the rafters.

"How ya doing back there web head?" the Goblin called.

"A lot better then you're gonna be when I get you!" Ben yelled back at him. The Goblin laughed as Ben slowly used the web as a rope. He climbed up on it and eventually was on the glider with the Goblin. He punched the Goblin in the face. He quickly countered with a punch to the gut. Ben had the wind knocked out of him and took a few seconds, which were not easy to stay standing, to regain his composure. He shook his head and continued the mid-air duel with the Goblin. The Goblin threw a pumpkin bomb in Ben's face. "Oh shit." The bomb exploded and parts of Ben's mask went flying. Blood was slowly trickling down his face.

"Not so tough are you Spider-Man?" Goblin asked. Tears streamed down Gwen's face as she watched the Goblin fight Ben 10 feet above the cameras. She couldn't hear what they were saying and she was glad.

"Don't die Ben." Gwen cried. "Be a hero." Ben kicked the Goblin hard enough to catch him off balance and then punched him so he fell off of the glider. Ben jumped off up onto a rafter looking at the Goblins limp body below. The Goblin was dead. He had killed the Green Goblin Ben opened up a security hatch in the ceiling and jumped out back into the night of New York City. He had killed someone. This wasn't what he wanted to do. He just wanted to put him behind bars. He shook his head.

"No." Ben said quietly. He shot a web and started to sling to somewhere he had once heard his father say to go to if he ever needed help. Half an hour later Ben stood in the dark neighborhood known as Hell's Kitchen. He looked up in the sky and saw a figure dart above. The figure looked down. Bright luminous red eyes looked down on him. "Do you know where I can find Matt Murdock?"

"He's dead." the figure said. "I'm his daughter."

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**A/N:**And just when you thought the story was done. No way. Thank you once again kingmonkey for the idea. I hope to have the next chapter up in a few days seeing as I'm sick. Damn preps. So new chapter up soon. 


	7. In The End

** A/N**:Ok, so I've introduced the "new" Daredevil and her very own story is up. Check it out. Much like this stories title it's Sarah Murdock, Part One. Be sure to check it out seeing as Ben will be in it.

* * *

"Ok?" Ben said. He looked up at her and she slid down a nearby railing down onto the ground.

"Peter Parker?" she asked.

"No." Ben said. "His son."

"Makes sense." she said. "I heard about how he hadn't been seen for awhile." She felt his face. "Looks like you've lost some of your mask."

"You don't say?" Ben retorted.

"Do you want help or not?" she asked.

"Yeah I need help." Ben said. "But so does everyone else."

"Just shut up and follow me." she said. She started to run down the dark alley. Ben shook his head and followed her. She started to loose him and he shot a web to keep up. As they ran through the alley thugs murmured about them. Ben kept his cool and continued to web sling after her. Several minutes later she stood by a large door waiting for him. "Took ya."

"Deal with it." Ben muttered. She shook her head and pulled a key out and unlocked the door she stepped in and Ben soon followed. She took the mask off and put it on some sort of rack. He couldn't tell. It was too dark. Not enough light.

"You made a mockery of yourself." she said.

"Yeah well I'm not the smoothest man in the world." Ben said.

"True." she replied. "I would know that from personal experiences." She flipped a switch. A small amount of light came from the ceiling. Small light bulbs gave off this light.

"What the hell?" Ben asked. He saw her face. He knew her. "Sarah?"

"So you know now." she said. "Even after I told you I was Matt Murdock's daughter?"

"Well there are several million people in New York City so there could be another Matt Murdock out there somewhere." Ben muttered.

"But there can be only one Daredevil." she said. She removed the pony tail and her red hair fell back down to her shoulders. "And I'm the only other one." Ben walked up to her. "And you're Ben Parker."

"You figured that out when?" Ben asked. He took the mask off seeing as there was nothing to hide from her.

"Awhile ago." she said. "I strayed out of Hells Kitchen chasing someone and saw you pull your mask on." He laughed a bit. "Looks like we're hanging out outside of chemistry."

"Looks like it." Ben said. "But for a better cause how about you answer my question."

"Shoot." she replied.

"Why the hell did you bring me to this old rundown warehouse?" Ben asked. He raised an eyebrow.

"No reason." she replied. She jumped up onto a nearby railing. "You need help."

"From you?" he asked. "I don't think so."

''So sure about that?" she asked. She jumped up and grabbed onto a nearby pillar and pulled herself up. "I've been doing Hells Kitchen since I was 13." The jumped over to another nearby pillar and hung on it. "And you've been doing your job since October."

"And you're point is?" Ben asked.

"Never mind." she muttered. "Just dodge the bullets and knives."

"What the hell is that supposed to mean?" Ben yelled. "Holy shit!'' A knife came flying at him. He quickly shot down and jumped out of the way of a bullet.

_**One Week Later**_

"_Where is he?_" Gwen thought. "_It's not like Ben to just disappear. He would've told me. At least I hope he would._" She shook her head and looked at MJ who was sitting on the couch looking at her stomach. She was starting to get a bit bigger. She looked out the window. "I'd love to stay Mrs. Parker but I got to go now." Gwen said.

"Well ok." MJ said. "Just don't get into any trouble." She shook her head and put her lime green coat on. She left the apartment and started down the stairs back down to the street. She stepped into the cold November air and a cold breeze drifted by. As she walked down the street she thought of something. "_No. He wasn't going to be there._" she thought. She continued to walk down the street. Still new to New York she took a wrong turn and started to head down a dark alley. She saw thugs look at her and grin.

"Hello precious." one said.

"Get the hell away from me." Gwen said. The thug grabbed onto her arm.

"Let me go!" she yelled. The thug just laughed and pulled her into a back alley and into a limo.

"Hello dear." a man said.

"Who the hell are you!" she yelled.

"I am known by many names." the man said. He was old, rather round, and the top of his head looked like a cue ball. "Just call me, The Kingpin." Gwen burst into laughter.

"Are you sure you're not the Pillsburry Doughboy?" she laughed.

"Silence!" he boomed. The limo drove through the city and finally stopped at a large skyscraper. Another thug stood outside the building waiting for them as he took Gwen's right arm while the other thug took her left elbow. They walked her into the large building and into a elevator. The Kingpin pushed a button and the elevator started to go up to the basement. The door opened and the thugs escorted her out. "Cell 911b will be good." The thugs nodded as they unlocked a cell and threw her into it.

"Where are you going!" she yelled. "I'm gonna get out of her one way or another!" The thugs laughed and walked back into the elevator and the door of the elevator closed and she walked over to a corner of the cell. There was nothing but cement floor. She pulled her knees up to her chest and started to cry into them. The next day the thugs walked down to the cell and opened it up. They grabbed her arms and pulled her into the elevator. It went up for awhile and stopped. The doors opened as they pulled her into some sort of ER like environment. They lay her down on an operation table and knocked her out.

Hours later Gwen's eyes slowly opened and saw walls covered with Spider-Man pictures. "What?" She sat up slowly. "How the hell did I get here?" She looked down at her chest. "And what the hell happened to my boobs!" They had been enlarged. What had the Kingpin done to her? Was it plastic surgery? Or was it something else? She shook her head and got up and walked out of her room. The world around her spun and she fell to the ground. Miles away Ben stood atop a warehouse.

"I have to leave Sarah." Ben said. "I've been gone for over a week. People are worrying about me."

''Goodbye Ben." she said. "I will see you soon." He nodded and shot a web off into the city. Not much had changed. No mass riots or anything. It was just like it was the last time he was outside. He shot a web onto Gwen's balcony and opened the glass door. He stepped in and found Gwen laying on the ground. He pulled the mask off.

"It's so good to see you again Gwen." Ben said. He pulled her up and started to hug her.

"Good to see you again too Ben." Gwen said. She smiled at him and wiped a bit of blood off his face. "Something happened Ben."

"What?" Ben asked. She pointed to her chest. "Plastic surgery?"

"I don't know." she said. "All I know was that this guy called "The Kingpin" found me in some alleyway, put me in a cell and then did some sort of operation on me." Ben shook his head. Deep inside Gwen her DNA was being rearranged by micro-spiders to turn her into some sort of superhero. What was going to become of her? Would she become a freak of nature? Would she be like Ben? It was unknown and she didn't even know it was happening. As the two looked into each others eyes something happened inside of Gwen. She fell to the ground again. Ben helped her back up and pulled the mask back on.

"Come on." Ben said. He wrapped his arm around her waist and he started to web sling off to the apartment where he lived. He dropped Gwen in the room and he slid into the apartment and got out of his costume. He walked into the living room and no one was in there. It was absolutely empty. No MJ. No Peter.

Nothing was in the apartment except for Gwen and him. He walked back into his room and sat down on the bed next to Gwen and looked at her.

"I love you Ben Parker." she said.

**

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A/N:And that's where we end. But the story is not over. I am hoping to have the next part up later today. So review like crazy and I still need ideas for the villain.**


	8. Alternate Ending

**A/N:** So this really isn't a "real" chapter. Just making an "alternate" ending to the last chapter. Part two's up. Ben Parker, Part Two. Just felt like writing that. No idea what was going through my head when I was writing about Gwen's alterations. I was either listening to Tenacious D, I was high, or I was have an anxiety attack.

* * *

"Come on." Ben said. He wrapped his arm around her waist and he started to web sling off to the apartment where he lived. He dropped Gwen in the room and he slid into the apartment and got out of his costume. He walked into the living room and no one was in there. It was absolutely empty. No MJ. No Peter.

Nothing was in the apartment except for Gwen and him. He walked back into his room and sat down on the bed next to Gwen and looked at her.

"I love you Ben Parker." she said. Ben looked into her eyes and his mouth opened. He didn't know what to say.

"I love... cake." he replied.

**

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A/N: Sorry but I had to. That's one of my favorite lines from That '70s Show. Thank you Eric Forman.**


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